Will an integration or exclusive-remedy clause bar a fraud claim based on statements made outside the contract?
Not by itself. Delaware will enforce only clear anti-reliance clauses, by which the party has unambiguously promised that it did NOT rely on statements outside the contract's four corners in deciding to sign; murky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations. Where the contract contains a one-sided anti-reliance clause disclaiming reliance by only one party, and the other party made no comparable promise, an exclusive remedy clause cannot be invoked to bar that other party's post-closing claims for intentional extra-contractual fraud.
The trap
Direction, not presence, is what matters: the disclaimer must run FROM the party that later claims reliance. In Johnson & Johnson the merger agreement had a textbook Abry-style anti-reliance provision, but it ran only against the buyer, so the sellers' representative, whose side had never disclaimed reliance, could still sue for intentional extra-contractual fraud despite an exclusive-remedy clause. A drafter who papers one side of the deal and assumes the exclusive-remedy clause covers the rest has left the fraud claim alive. The converse also holds: a clear anti-reliance promise from the relying party is enforced, which is what makes the clause worth drafting.
5 authorities
- caseJohnson & Johnson v. Fortis Advisors LLC, No. 490, 2024 (Del. Jan. 12, 2026)Johnson & Johnson v. Fortis Advisors LLCDel.decided 2026
The words that state the rule
Delaware will enforce only “clear anti-reliance clauses” where the party has unambiguously “contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.” 253 “[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations.”
- caseJohnson & Johnson v. Fortis Advisors LLC, No. 490, 2024 (Del. Jan. 12, 2026)Johnson & Johnson v. Fortis Advisors LLCDel.decided 2026
The words that state the rule
We therefore hold, consistent with Abry, that where (i) the contract contains a one-sided anti-reliance clause disclaiming reliance by only one party, and (ii) the other party to the contract made no comparable promise, an exclusive remedy clause cannot be invoked to bar the other party’s post-closing claims for intentional extra- contractual fraud.
- caseJohnson & Johnson v. Fortis Advisors LLC, No. 490, 2024 (Del. Jan. 12, 2026)Johnson & Johnson v. Fortis Advisors LLCDel.decided 2026
The words that state the rule
Section 4.08 is a textbook Abry- style anti-reliance provision, but it runs solely against J&J. Auris never disclaimed reliance on extra-contractual statements.
- caseJohnson & Johnson v. Fortis Advisors LLC, No. 490, 2024 (Del. Jan. 12, 2026)Johnson & Johnson v. Fortis Advisors LLCDel.decided 2026
The words that state the rule
Nothing in Express Scripts suggests that an exclusive remedy provision, standing alone, can operate as an Abry-compliant anti-reliance clause in favor of a party that never obtained an express non-reliance promise from its counterparty. Accordingly, we affirm the Court of Chancery’s determination that Section 8.05(b) does not bar Fortis’s fraud claim.
- caseJohnson & Johnson v. Fortis Advisors LLC, No. 490, 2024 (Del. Jan. 12, 2026)Johnson & Johnson v. Fortis Advisors LLCDel.decided 2026
The words that state the rule
First, that interpretation would circumvent Abry’s core requirement that any waiver of extra- contractual fraud must be effectuated through “unambiguous anti-reliance language” from the party who is seeking to rely on extra-contractual statements.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.